City Merchants High Yield Trust Ltd - Result of AGM

Result of the Annual General Meeting of City Merchants High Yield Trust Limited held on 13 June 2018:

All resolutions were put to shareholders at the Meeting and were passed on a show of hands.

Proxy votes lodged with the Registrar in respect of each resolution were as follows:

Resolution

Votes For (including votes at the discretion of the Chairman

Votes Against

Votes Withheld

Ordinary Resolution

1

15,041,703

99.95%

6,923

0.05%

391,959

2

15,004,663

99.79%

31,954

0.21%

403,968

3

15,049,826

99.97%

4,000

0.03%

386,759

4

15,033,454

99.89%

15,881

0.11%

391,250

5

15,032,351

99.93%

10,719

0.07%

397,515

6

15,037,470

99.94%

8,926

0.06%

394,189

7

15,047,761

99.97%

4,142

0.03%

388,682

Special Resolution

8

15,006,051

99.75%

37,195

0.25%

397,339

9

14,996,287

99.68%

47,474

0.32%

396,824

10

14,751,644

98.10%

285,772

1.90%

403,169

Total Voting Rights were 96,116,204.

The full text of the resolutions passed was as follows:

Ordinary Resolutions:

The following Ordinary Resolutions were passed at the Annual General Meeting held on 13 June 2018:

1. To receive the Annual Financial Report for the year ended 31 December 2017.

2. To approve the Report on Directors’ Remuneration and Interests.

3. To approve the Company’s Dividend Payment Policy to pay four quarterly dividends to shareholders in May, August, November and February in respect of each accounting year.

4. To re-appoint PricewaterhouseCoopers LLP as the Company’s auditor and authorise the Audit Committee to determine their remuneration.

5. To elect Mr Tim Scholefield a Director of the Company.

6. To re-elect Mrs Winifred Robbins a Director of the Company.

7. THAT, in accordance with Article 158 of the Company’s Articles of Association, the Directors of the Company be and they are hereby released from their obligation pursuant to such Article to convene a general meeting of the Company within six months of the AGM at which a special resolution would be proposed to wind up the Company.

Special Resolutions:

8. THAT, pursuant to Article 14.1 of the Company’s Articles of Association, the Directors be and are hereby empowered to issue shares, up to 10% of the existing shares in issue at the time of the AGM, without pre-emption.

9. THAT, pursuant to Article 8.2 of the Company’s Articles of Association and Article 57 of the Companies (Jersey) Law 1991 as amended (the Law), the Company be generally and unconditionally authorised:

(a) to make purchases of its issued ordinary shares of no par value (Shares) to be cancelled or held as treasury shares provided that:

(i) the maximum number of Shares hereby authorised to be purchased shall be 14.99% of the Company’s issued ordinary shares, this being 14,407,818 on the date of the Annual General Meeting;

(ii) the minimum price which may be paid for a Share is 1p;

(iii) the maximum price, exclusive of expenses, which may be paid for a Share is an amount equal to 105% of the average of the middle market quotations for a Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Share is purchased; and

(iv) the authority hereby conferred shall expire on the earlier of the conclusion of the next AGM of the Company held after passing of this resolution or 15 months from the date of the passing of this resolution, whichever is the earlier.

10. THAT, the period of notice required for general meetings of the Company (other than AGMs) shall not be less than 14 days.